After a layoff, you might want to vent — to friends, on LinkedIn, or anywhere else. But if your severance agreement contains a non-disparagement clause, what you say about your former employer could have legal consequences.
This clause is one of the most commonly misunderstood parts of a severance agreement. Here's exactly what it means and what it covers.
A non-disparagement clause is a contractual restriction that prevents you from making negative statements about your former employer — its leadership, products, services, or employees — after your departure. In exchange for severance pay, you agree not to say things that could harm the company's reputation.
In plain English: you agree to keep negative opinions to yourself.
The scope of a non-disparagement clause varies by agreement, but most cover:
Broad clauses may also cover statements about the company's officers, directors, employees, products, or services — not just the company itself.
A Glassdoor review could violate your non-disparagement clause. Even anonymous reviews may be subject to the restriction if your agreement covers online statements. This is worth understanding before you post anything.
Some non-disparagement clauses are one-sided — only you are restricted. Others are mutual, meaning the company also agrees not to make negative statements about you. Mutuality is worth negotiating for if your agreement doesn't already include it.
A mutual clause protects you from your former employer telling future employers or colleagues negative things about you.
Even the broadest non-disparagement clauses have limits. Things typically not covered include:
In 2023, the National Labor Relations Board issued a ruling clarifying that overly broad non-disparagement clauses can violate the NLRA if they prevent employees from discussing wages, hours, or working conditions. This is an evolving area — consult an employment attorney if you have concerns.
Most non-disparagement clauses are permanent — they don't have an expiration date. Once you sign, the restriction applies indefinitely unless the agreement specifies otherwise. Some agreements include a defined term (e.g., two years), but perpetual restrictions are common.
Violating a non-disparagement clause can result in:
In practice, enforcement is relatively rare — lawsuits are expensive and outcomes are uncertain. But the risk is real, and high-profile violations (a damaging viral post, a media interview) are more likely to trigger a response.
Yes. Common negotiation approaches include:
We'll read your entire severance agreement and explain the non-disparagement clause in plain English — exactly what you can and can't say, and for how long.
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